A Change of Heart
by ea-phoenix
Summary: Valentine's Day submission to Ralst over at Passion & Perfection. Summary: Regina thinks Valentine's Day is a worthless holiday. Can an encounter with Emma convince her otherwise? Spoilers up to ep 2x12, In the Name of the Brother. Anything that coincides after that is pure coincidence. Mostly romance with just a side of angst thrown in for good measure. *forgot to mark complete*


A crisp winter wind rattled the bare branches of the trees surrounding the mayoral mansion as Regina Mills stood propped against the window frame, left arm wrapped across her stomach to ward off the sympathetic chill while her right hand fiddled with the sterling silver pendant attached to the chain around her neck. Leaves and other detritus swirled and danced in the evening breeze as she stared vacantly into the growing darkness from the warm safety of her home office.

Henry wasn't around, of course, so as soon as she felt like moving, she'd refill the empty crystal tumbler sitting on the ledge in front of her. Alcohol wasn't a substitution for all that was missing in her life, she knew that, but it would do in a pinch and the one she'd downed half an hour ago wasn't going to be nearly enough.

She really had no idea why she felt the need to get soused today. It wasn't like she was alone on Christmas or her birthday, for crying out loud; it was just Valentine's Day. That insufferable, insipid, ridiculously tacky holiday dedicated to emotional twits who had better obtain the perfect gift for their significant other else said partner might not believe their love was true and everlasting.

_Puh-leeze. _

Everyone knew it was a fabricated holiday the greeting card and candy companies invented to boost sales during the dead time between Christmas and Easter and Regina had already suffered through twenty-eight Valentine's Days, despite her best efforts to wipe it from existence in Storybrooke. Unfortunately, cursing everyone to this foreign land seemed to automatically imbue them with a wealth of pertinent knowledge – most of which she would have gladly obliterated given the chance – and all the major holidays were apparently a need-to-know.

Before she could find a way to rectify the situation, the citizens had banded together and planned a huge bash at the town hall. They had, of course, insisted she attend, but a scathing refusal was all it took to ensure no other invitations were issued… ever. So, for eighteen years she'd gone about that day as if it were any other. If she had to bury her lingering grief and lonesomeness over Daniel a little deeper, well there was no need to consciously recognize such weakness.

Henry's entrance into her life had eased the loneliness, yet the loss was still sharply felt. As his early elementary school years passed, Valentine's took on an almost pleasant air. Her son's enthusiasm for the multi-colored candy and super hero cards infected her with just a tiny bit of the holiday's spirit. Now that she had someone to love that loved her back – granted it was the love of a child and not a paramour that the day was based around – she could almost see a point to it all.

Those years were few, however, and it wasn't long until he declared the day 'lame' and thus ended the handmade cards obscured by a pound of glitter made especially for her. It was back to square one until an unwelcome blonde butted into the picture and threatened to destroy the paradise she'd created.

Last Valentine's Day had passed unnoticed in a complexly twisted plot to keep Snow White and her Prince Charming from getting back together. It had made for the perfect distraction from her growing feelings for said blonde and by the time those emotions could no longer be denied, the woman had disappeared through a swirling, purple haze that whisked her to a faraway land.

With each day that had passed after the vanishing act, Regina convinced herself that the lingering touches and heated glances they'd exchanged with increasing frequency were mere figments of her imagination– no one would ever actually love the _Evil Queen _after all. It did her no good to believe otherwise, because surely that chance had fallen away with a simple kiss to the forehead and a whispered declaration.

Maybe things would have turned out differently had she acted sooner, confessed to the confusing tumult of conflicting emotions churning within her heart before everything had blown to Hell. Guilt and fear had stilled her tongue, however, and now she would never know if the younger woman would have stood by her when the truth was eventually disclosed. Maybe, if had it come from her own lips instead of through the astonishing reveal they'd all been subjected to, the blonde would have eventually forgiven her.

Once again, she uselessly damned her own conscience – that chirrupy, little voice of morality that spewed caustic remarks that sounded suspiciously like her mother. It had breathed shameful recriminations across her subconscious whenever her thoughts turned to other woman, insisting that affection directed towards anyone other than her son was an unforgivable betrayal to the man she'd promised to love forever. So fear compounded by guilt had rendered her mute until it was far too late.

The irony of it all was that, though the fear of being rejected by the younger woman was still there, the years of guilt had been eradicated in a moment that spanned less than thirty seconds. Tears welled in her eyes at the bittersweet memory, but she'd spent days afterwards crying and refused to shed anymore now. Daniel's softly spoken words, _Then love again, _had fractured the walls around her heart, but it was the gentle whisper flitting across her mind through their tenuous connection as she placed her hand against his one last time that had freed her soul.

_I loved you for so long, Regina, and I know you loved me too, but we weren't meant to be. You have such a good heart; don't let my untimely death destroy that. I see what it truly desires and you should not let what has already come and passed hold you back any longer. Please, my love… be happy._

A sudden knock sounded throughout the silent halls, startling Regina from her morose thoughts. Dashing away the few traitorous tears that had broken free regardless of her best efforts, the brunette made her way to the foyer, curious despite herself to see who would be visiting on today of all days.

"Emma," she sighed as the door opened to reveal the very object of her earlier musings.

A devastatingly sexy side grin – the one that sent a surge of heat through Regina's veins every time – slid across full, cherry red lips and the twinkle present in her emerald eyes told the brunette that Emma had indeed caught the tremor in her voice.

Thankfully, Emma made no mention of it as she drawled, "Regina," with a suspiciously breathless quiver of her own that was barely discernible to the thoroughly distracted brunette.

No man or woman alive would have able to even recollect their name, let alone be capable of discerning the subtle nuances of speech inflection, when confronted with such an amazing tableau right before them.

A waxing, crescent moon surrounded by tiny pinpricks of innumerable stars hung just above the treetops, adding an ethereal glow to the cascading waves of golden locks that draped along the collar of a black pea coat. Gradually widening brown eyes slowly raked the blonde from head to toe, taking in that subtle make up that drew attention to sparkling green eyes while emphasizing high cheekbones and a strong jaw. A hint of pale décolletage was exposed by the form-fitting, royal blue dress that fell just below her knees, showcasing lean calf muscles that gave way to delicate feet encased in black heels.

Struck dumb, Regina stepped back automatically as the gorgeous blonde entered the house uninvited – not that she cared in the least, still too happily stunned by Emma's unexpected appearance on her front porch to offer up even a token protest at the intrusion – and shut the door behind her.

Neither woman moved, their eyes remaining locked across the few inches separating them, as several, thudding heartbeats passed. Stepping boldly forward into the outer edge of Regina's personal space, Emma held a flower up for her perusal and her confusion– because clearly this was all a drunken hallucination, never mind she'd only had one glass of cider – must have shown as something else entirely, because Emma prodded lightly, "Take it, Regina. I promise it won't bite."

The blonde's teasing tone finally snapped her out of the pleasant haze she'd been floating in since opening the door and she gently took the light pink flower from Emma's relinquishing grip. Brown eyes fluttered shut as she inhaled the sweet scent of the beautiful apple blossom within her grasp. _Promise, _Regina realized, wondering what Emma was promising or if she was even aware of the symbolism behind the delicate bloom.

Such an uncommon choice of flower, on this holiday in particular, spoke of great care being taken in the selecting and Regina's heart warmed at the possibility that Emma knew all too well what meaning the apple blossom conveyed.

Buoyed by this thought, she light-heartedly quipped in return, "Well, dear, one can never be quite certain of that around here."

Emma never flinched at the oblique reference to their rather peculiar past as she tilted her head in a slight nod and said, "Good point, but this one" she stroked along the short stem, sending a rush of electricity along Regina's arm as a lone finger barely grazed across the back of her hand, "is magic free. I tested it myself, just to be sure."

Emboldened by the flirtatious response, Regina asked what had been on the tip of her tongue since the blonde's arrival, "Emma, why are you here?"

It came out a bit more brusque than she'd intended, but uncertainty was warring against her rising hope that the younger woman's presence meant all was not lost and if her dreams were going to be dashed, she'd rather it happen sooner than later.

Understanding shone from jade eyes as Emma replied, "I'm here for our date," as if it were completely obvious.

It wasn't.

"Date? I don't recall you asking me on a date for tonight."

"True," the blonde nodded, "but you do remember agreeing to go out on a date with me, don't you?"

Of course she did but, "That was months ago!"

Several months, actually – before the curse broke and Emma had learned the truth, before she and Snow White had been sucked through Jefferson's hat into another realm, and long before Regina's mother had shown up and attempted to drive an irreconcilable wedge between them.

"It was," the blonde concurred, "but I was kind of hoping you were still game."

For first time since Emma appeared on her doorstep, Regina saw a hint of uncertainty hidden in the depths of her green eyes. Confidence bolstered by the realization that the blonde was just as apprehensive about their current situation as she was, Regina let loose a dazzling smile – brilliant, white teeth on full display – as she said, "I would love to, Emma, but are you absolutely positive?" She had to be certain one more time before they went any further. "The invitation was issued well before everything came to light and, honestly, I figured since you knew the truth now, you'd no longer be interested."

Emma looked thoughtful for a minute before questioning in a serious tone, "When I asked the first time, completely unaware of all that was going on in this town, was your acceptance legitimate? Or was it simply another opportunity to play me for a fool?"

"Genuine," Regina rushed to confirm. "My acceptance was entirely genuine."

"Okay, good," Emma said with a relieved sigh as her features relaxed once more. "Then, yes, I am sure, but if you need more proof of my certainty, I will be more than happy to provide it over dinner."

"Alright," the brunette conceded, pushing any lingering doubts to the back of her mind for the time being. "Just give me a minute to change into something more appropriate for the occasion and I'll be ready."

"No, don't," Emma's warm hand landed on her arm, halting her steps as she turned to go up the stairs. "You look perfect."

A flawlessly shaped eyebrow arched in disbelief as she mentally compared the dark wash jeans and black, V-neck sweater she wore to the blonde's exquisite ensemble.

"Really," Emma affirmed, green eyes glowing with honest sincerity and appreciation.

"Very well," Regina accepted as she slipped into a pair of worn leather boots that were better suited to the weather than a date. Still, the younger woman seemed satisfied with the rest of her outfit, so why should she complain about the shoes?

"Shall we?" the brunette prompted once her task was complete.

A blinding smile was all the answer she needed as Emma retrieved her Burberry coat from the small closet tucked near the door before courteously helping her slip it on. Soft fingers delicately grazed the exposed flesh on the back of her neck, sending tendrils of heat down her spine and Regina had never been more grateful for Northern winters than she was at this moment.

The duo made their way in companionable silence, breath visibly condensing in the icy air, as they strolled along the streetlamp-lit sidewalk to the undisclosed location of their first date. Despite the cold slowly seeping beneath her clothing and the uncertain status of her relationship with Emma, Regina was unable to suppress the glowing warmth of optimism that originated from the center of her chest and radiated out to the very tips of her fingers and toes.

Why would she even want to try when she had a _date _with Emma Swan?! And with any luck, it wouldn't be their last.

_Knock on wood._

Rounding the corner of Main Street, Emma halted outside an all too familiar building. Struggling to pull a multitude of keys from her coat pocket, the blonde missed the brief flash of hesitation and disbelief that passed across Regina's darker features.

Surely, Emma didn't intend for their first romantic night out to take place at the _Sherriff's station_… right?

Giving a quick wink, as if she could read the brunette's thoughts, Emma simply took her hand and whispered, "Trust me," before pulling her through the doors and down the dim hallway.

Several dozen flickering candles welcomed them into the main office area, the scattered lights lending an intimate air to the normally bland room while illuminating the tasteful red and white decorations that dotted the walls and hung from the ceiling. An assortment of flower petals in varying colors lay sprinkled over the unfurnished floor – Regina absently wondered were in the tiny building the desks had been stored – in a clear path to a beautifully set table for two.

With gentle tug on their still-joined hands, Emma pulled the brunette across the room and held out her chair before pouring each of them a glass of chilled wine. Aiming a mischievous eyebrow at the other woman over the pure white tablecloth dusted with rose petals, Regina teased, "Pretty certain I'd say yes, were you Sherriff?"

"I had hope," Emma grinned, before fetching a covered tray of canapés from a nearby shelf and setting it in the space between them as she slipped into her own seat on the other side.

Regina hummed in approval as the dry, citrusy flavor of the Sauvignon Blanc hit her tongue and nearly moaned in delight as the bruschetta with goat cheese and sun-dried tomatoes practically melted in her mouth.

Conversation flowed with surprising ease – especially given their turbulent past – as they lingered over the delicious appetizers before moving on to their salads. When Emma presented the still-steaming main dish of marinated chicken, quinoa, and grilled vegetables, Regina questioned where all the wonderful food was coming from, but the blonde only offered a sly smirk and cryptically replied, "I have my ways." The brunette laughed unreservedly at the cheeky response, more than willing to let the younger woman keep her secret.

After a decadent serving of chocolate mousse for dessert, Regina asked the one question that had been forefront in her mind since their arrival, "Why here?"

"I wanted a place that held special meaning for me… in regards to us," she shrugged elegantly.

"We've had a lot of encounters, Emma," she rejoined, "in dozens of places. Why choose this one over all those others?"

"Well, the first place we met – your home – was out because it would have been impossible to surprise you there, not to mention rude. Other locations, like the collapsed mine and the old well, were discarded because it's just too bloody freezing outside and I didn't want either of us to die of hypothermia. There's the library, of course, but while I do enjoy the smell of old books, it's a bit of a fire hazard. I did give some serious thought to setting up in the town meeting hall – what with that whole 'magic touch' thing happening there and all," she smiled, "but this placed just seemed right."

"Think about it," she countered when Regina snorted in disbelief. "The only reason I even stayed in town is because I got thrown in that cell," she waved a hand at the one in question, "for drunk driving. Well apparently, it was actually the curse, but that's beside the point. The point is that I was here when you came to Graham for help finding Henry and once I found him, he convinced me to stay. That kid can be pretty damn persuasive when he wants to be and if not for him, I would have missed out on so many amazing things in my life – getting to know my son, finding my parents… you," she confessed the last so softly, Regina had to strain to hear it, but hear it she did and her heart skipped a beat in response.

"Don't get me wrong, lady," Emma continued, jade eyes holding her own as she sat enthralled by the words pouring forth from the normally reserved blonde, "you were no walk in the park. There were several times I would have gladly strangled you with my bare hands and I'm sure the feeling was mutual."

Regina nodded – an incident with a chainsaw and her precious apple tree came to mind. She still feared it would properly recover after the havoc the younger woman had wrought upon it. Compared to some of the things she'd done, however, she felt she had no right to complain.

"But try as I might to bury it, I was hooked from the moment I first saw you and that feeling only grew as the months passed. Maybe that's why some of our fights got so epic – your insults and cutting witticisms bit deeper than they would have coming from anyone else and I reacted out of proportion in an effort to protect my heart.

I realize, for your part, most of it stemmed from the fear of losing Henry and not simply because of the threat I posed to the world you created, but there were times when your guard was down that I saw you… just Regina. I lived for those moments. They were what inspired me to ask you out the first time. I was so shocked when you agreed I nearly fell out of my office chair – another reason this place seemed appropriate."

"I floated around for days after your invitation," Regina confessed self-consciously, feeling that if the blonde was willing to bare her soul, she could offer at least a little in return.

"Yeah?" Emma asked bashfully. "Me too. I think that's why I was so devastated when the curse broke not long after. Not only did my entire perception of the world shatter in that one instant, but so did any hope I had harbored at the possibility of us. How could it survive when everything Henry had said about you being the 'Evil Queen' was true? It made me question every interaction, every look exchanged, every word spoken. Doubt twisted it all in my head until I'd convinced myself that you'd been aware of my attraction from the beginning and were using me for your own amusement.

Then it was your turn to be locked in that very same cell, for your 'safety' of course," her voice tinged in sarcasm, "while a soul-sucking wraith was out to kill you."

Regina shuddered at the memory – it was not an encounter she ever wished to repeat. Emma caught the movement and reached across the table to cradle one the brunette's hands within both of her own and heat instantly infused her body. This dizzying level of reaction to a simple touch was unlike anything she'd ever experienced before and as much as she feared its effect on her sanity, she hoped it would always be this way.

"As upset as I was, I still couldn't allow any harm to come to you. My promise to Henry to protect you only provided a convenient cover for what I would have done anyways. Watching that wraith drain your life, I finally found the perfect word to describe what I'd been feeling… love." Regina gasped and Emma tightened her hold on her hands in response, as if she were afraid the brunette would run away at the confession. "It was a very bittersweet realization and it took every ounce of will power I possessed not to tackle you in relief once we'd chased that demon away."

Regina remembered that moment with perfect clarity because she'd had the same impulse, but had restrained herself due to her own fear at Emma's reaction – not to mention her two sworn enemies were standing right there. It seemed that they were going to have to work on this whole communication thing if a relationship had any chance of developing, let alone lasting.

"So there you have it, the extremely long winded explanation for why I chose this as our first date," she smiled self-deprecatingly.

"Thank you," Regina replied honestly, distractedly running the fingers of her free hand across the back of the blonde's. "I… I think I needed to hear all of that. You're aware of my past," Emma nodded, "so you understand that this, all of this, doesn't come easily for me. I can't promise I won't screw up – say something hurtful or do something mean – but what I can promise is that I will try my very hardest to change. A few recently, ill-advised decisions aside; I believe I have gotten better and with you and Henry on my side, I know I will not falter."

Happy tears glinted in emerald eyes as Emma spoke, "Regina, I have always seen the good in you and if I hadn't already seen evidence of those changes, I wouldn't be here right now. Henry sees it too and as long as you don't listen to anything Gold or _Cora _says, there shouldn't be any setbacks. I'm serious about those two, Regina," she emphasized solemnly. "I know she's your mother and he's been an integral part of your past, but they're only out for themselves and don't care how it affects you. That isn't love no matter she might claim."

Regina's heart swelled at the blonde's protectiveness.

"After mother's latest stunt, I'm well aware of her true intentions regarding me," she assured. "As a child, all I ever wanted was her approval and love. The more she deprived me of both, the harder I strove for them. I mistakenly listened to Rumple when he told me magic would grant me solace through power and was naïve enough to believe she'd be proud of me for mastering the art. The two of them, however, have always been extremely well versed in reading my insecurities and twisting them to their advantage. Now I have other, more important, people to listen to – ones that won't lead me astray and who love me for me in spite of all my mistakes."

"Good," Emma beamed as the clock tower rang out the time, bringing attention to the hours that had passed unnoticed as the world continued along without them. "I promised to tell Henry all about our date when I tuck him in tonight, so I should get going soon."

"Of course," Regina agreed unable to hide the disappointment lacing her voice. Not only was she not ready for their evening to end, but she also missed her son dearly and was sad that she would not be there to wish him sweet dreams like she'd done almost every night for the past ten years.

"Hey," the blonde broke in, gently tugging on their linked hands to draw her attention. "I kind of spent most of today working on all of this so I'm going to have to work late tomorrow in order to catch up and with David and Mary Margaret postponing their Valentine's Day plans for me, they'll be busy as well. So, I was hoping that, if you didn't have any other plans, Henry could stay the night with you. Then maybe on Saturday the three of us could find something fun to do. What do you think?"

Blinking back her own tears of happiness this time, Regina replied, "That sounds like a wonderful plan, dear."

_Wait._

"Your parents know you're here… with me… tonight?" she asked incredulously.

If that were the case, it was nothing short of a miracle that there wasn't another angry mob pounding down the doors crying for her blood.

Emma laughed as she stood to help Regina out of the chair and back into her coat. "They know I had plans, but I thought it might be better if I didn't say with whom for just now. They may already suspect and, eventually, I will tell them, but they're going to need time to see the new you and not the one they'd fought for so long. Henry knows, like I said, and he's pretty excited about it."

Regina breathed an audible sigh of relief causing Emma to chuckle as they made their way back through the quiet streets towards the mansion. Apparently, door-to-door service was included in the package. This time was even better, though, because their fingers stayed securely laced the entire trip.

When they reached the front porch, the typical first date jitters finally appeared and Regina unlocked the door with slightly shaking hands, afraid of ruining their night by pushing for too much. Steeling her courage, she turned to face the blonde and spoke with utmost sincerity, "Thank you, Emma, for such a lovely evening. I honestly don't remember the last time I enjoyed myself so much."

"I'm glad, Regina," the blonde replied as she stepped forward. "I had a wonderful time too. Maybe we could get together again soon, just the two of us?"

"Oh yes," Regina replied as the younger woman came closer still. "I think something could be arranged."

"Fantastic," Emma's warm breath ghosted across her mouth a split second before supple lips met her own.

Sinking deeper into the tender caress, Regina sighed as long arms wrapped securely around her waist, pulling their bodies flush. Gently winding her fingers into golden waves, she held the younger woman close for just a few moments more, but kept the kiss sweet and soft.

Pulling away before she caved into her desire to drag Emma into the house and not surface for the next three days, Regina peppered slightly swollen lips with light kisses, then, with a deep, steadying breath of frigid air, she reluctantly disengaged from the embrace. Stepping back, Emma shot her that adorable grin in understanding and issued a quiet, "Goodnight, Regina," before heading home.

The blonde was long out of sight before the night chill finally broke through the pleasant haze that clouded Regina's mind. Entering the house, she fell against the door as it shut behind her, a silly grin of her own breaking out across her tender lips as she touched them in wonder.

Maybe Valentine's Day wasn't such a ridiculous holiday after all.

* * *

**A/N: **Hey guys! Hope this makes up for no update for _Caught in the Grey _this week. Nothing much else to say besides that. Thanks for reading and feel free to let me know what you think (love or hate). I always love getting feedback so I know what I'm doing right and what needs improvement. Happy Valentine's Day!


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